Common use of STATUS AND TRANSFER Clause in Contracts

STATUS AND TRANSFER. (a) The obligations of the Issuer arising under the Note constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer and rank pari passu and rateably without preference (with the exception of obligations in respect of taxes and certain other statutory exceptions) equally with all other present and future unsecured and unsubordinated obligations of the Issuer. No application will be made for a listing of the Note on the Stock Exchange or any stock or securities exchange. (b) The Note may be freely assigned and transferred PROVIDED THAT no assignment or transfer shall be made to a connected person (within the meaning ascribed thereto in the Listing Rules) of the Issuer without the prior approval of the Issuer and PROVIDED FURTHER THAT the principal amount to be assigned or transferred is at least HK$[1,000,000] and in integral multiples of HK$[1,000,000] unless the amount of the outstanding Note is less than HK$[1,000,000] in which case the whole (but not part only) of that amount may be assigned and transferred. (c) Subject to the foregoing provisions in Condition 2(b), the Note may be transferred or assigned in its entirety or in part at any time before the Maturity Date by delivering to the company secretary of the Issuer directly, duly completed form of transfer substantially in the form annexed to this Certificate as Appendix B to these Conditions (“Transfer Form”). The Issuer shall within five (5) Business Days after the duly completed Transfer Form, accompanied by this Certificate for the Note, has been received by the Issuer in accordance with this Condition, register the transfer of the Note, cancel the existing Certificate and issue a new certificate under the seal of the Issuer, in favour of the transferee or assignee in respect of the Note. Any reasonable costs and expenses properly incurred by the Issuer in connection with any assignment or transfer of the Note shall be borne by the Noteholder. (d) The Issuer shall cause to be kept at its registered office in Bermuda (or other office outside Hong Kong notified to the Noteholder) a full and complete register of Noteholders and of any conversions, cancellation and destruction and of all replacement Notes issued in substitution for any mutilated, defaced, lost, stolen or destroyed Notes (the “Register”) on which the name and address of the Noteholders and the particulars of the Note and all transfer(s) of the Note shall be entered. No transfer of title to the Note will be effective unless and until entered on the Register. Title to the Note passes only by registration in the

STATUS AND TRANSFER. (a) 2.1 The obligations of the Issuer arising under the Note constitute general unsubordinated, direct, unconditional, unsecured and unsubordinated obligations of the Issuer and shall at all times rank equally among themselves and pari passu and rateably without preference (with the exception of obligations in respect of taxes and certain other statutory exceptions) equally with all other present and future unsecured and unsubordinated obligations of the IssuerIssuer except for obligations accorded preference by mandatory provisions of applicable law. No application will be made for a listing of the Note on any stock exchange. 2.2 Subject to the conditions, approvals, requirements and any other provisions of or under: (a) the Stock Exchange (and any other stock exchange on which the Issuer's Shares may be listed at the relevant time) or their rules and regulations; (b) the approval for listing in respect of the Conversion Shares; and (c) all applicable laws and regulations, the Note may (subject further to Condition 2.4) be transferred to any person. 2.3 Any assignment or transfer of the Note shall be of the whole or any stock part of the outstanding principal amount of the Note in whole multiples of HK$1,000,000 and the Issuer shall use all reasonable endeavours to facilitate any such assignment or securities exchangetransfer of the Note, including making any necessary applications to the Stock Exchange for approval. As a condition precedent to any such assignment or transfer (other than an assignment or transfer of the entire Note), the Noteholder and the Issuer shall execute such deed or other document as may be necessary or desirable in the reasonable opinion of the Issuer: (i) to provide for a new form of the Conditions by excluding cross-references to the Agreement; (ii) to provide for meetings of holders of Notes of the same series (being Notes derived from this Note); and (iii) to amend the terms of this Note so that (where the consent, agreement or approval of the Noteholder is required under these Conditions) the approval by a simple majority of the Noteholders notified to the Issuer shall suffice and the right of the Noteholder under Condition 10 may not be exercisable unless a simple majority of the Noteholders approving the exercise of such right shall have been obtained. For this purpose, "simple majority" of the Noteholders shall be a resolution passed by not less than holders of 50% of the principal amount of the Notes then outstanding and attending the meeting of Noteholders (or by way of a written confirmation signed by the relevant majority of Noteholders). 2.4 In relation to any assignment or transfer of the Note permitted under or otherwise pursuant to this Condition 2: (a) The Note may only be transferred by execution of a form of transfer ("Transfer Form") which shall be in a form previously agreed between the Issuer and the Noteholder by the transferor and the transferee (or their duly authorised representatives). In this Condition, "transferor" shall, where the context permits or requires, include joint transferors or can be construed accordingly. (b) The Certificate of the Note may must be freely assigned delivered to the Issuer accompanied by: (i) a duly executed (and transferred PROVIDED THAT no assignment or transfer shall be made to a connected person if required, duly stamped) Transfer Form; and (within the meaning ascribed thereto ii) in the Listing Rules) case of the Issuer without the prior approval execution of the Issuer Transfer Form on behalf of a corporation by its officers, the authority of that person or those persons to do so and PROVIDED FURTHER THAT the principal amount to be assigned or transferred is at least HK$[1,000,000] and in integral multiples of HK$[1,000,000] unless the amount a copy of the outstanding Note is less than HK$[1,000,000] in which case the whole (but not part only) constitutional document of that amount may be assigned and transferred. (c) Subject to the foregoing provisions in Condition 2(b), the Note may be transferred or assigned in its entirety or in part at any time before the Maturity Date by delivering to the company secretary of the Issuer directly, duly completed form of transfer substantially in the form annexed to this Certificate as Appendix B to these Conditions (“Transfer Form”)such corporation. The Issuer shall shall, within five three (53) Business Days after of receipt of such documents from the duly completed Transfer Form, accompanied by this Certificate for the Note, has been received by the Issuer in accordance with this Condition, register the transfer of the NoteNoteholder, cancel the existing Certificate and issue a new certificate under the seal of the Issuer, in favour of the transferee or assignee in respect of the Note (or the transferred or assigned part of the Note. Any reasonable costs and expenses properly incurred by ) as applicable and, if the Issuer Note is assigned or transferred in connection with any assignment or transfer part only, issue a new certificate under the seal of the Issuer, in favour of the transferor in relation to the part of the Note shall be borne by the Noteholdernot assigned or transferred. (d) The Issuer shall cause to be kept at its registered office in Bermuda (or other office outside Hong Kong notified to the Noteholder) a full and complete register of Noteholders and of any conversions, cancellation and destruction and of all replacement Notes issued in substitution for any mutilated, defaced, lost, stolen or destroyed Notes (the “Register”) on which the name and address of the Noteholders and the particulars of the Note and all transfer(s) of the Note shall be entered. No transfer of title to the Note will be effective unless and until entered on the Register. Title to the Note passes only by registration in the